Exchange Ratio Adjustment for Old National Bancorp's Acquisition of Monroe Bancorp Announced
December 23 2010 - 4:57PM
Old National Bancorp (NYSE:ONB) ("Old National") and Monroe Bancorp
(Nasdaq:MROE) ("Monroe") today jointly announced an adjustment to
the exchange ratio in connection with Old National's proposed
acquisition of Monroe, based on adjustments required because of
recent trading prices of Old National common stock, and assuming
the transaction closes on January 1, 2011, as anticipated and
previously announced. Pursuant to the previously announced merger
agreement dated October 5, 2010, Monroe shareholders will receive
1.275 shares of Old National common stock for each Monroe share
held by them, subject to adjustment if the average of the per-share
closing prices of Old National common stock during the 10 trading
days preceding the fifth calendar day preceding the effective time
of the merger exceeds $10.98 per share. In such an event, the
exchange ratio shall be adjusted such that each share of Monroe
common stock will be exchanged for the number of shares of Old
National common stock determined by dividing $14.00 by the 10-day
average of the per-share closing prices of Old National common
stock referenced above.
The average of the per-share closing prices of Old National
common stock between December 10 and 23, 2010, which was the 10
trading days preceding the fifth calendar day preceding the
expected effective time of the merger, was $11.513. Because
this price exceeds $10.98 per share, Monroe shareholders will
receive $14.00 of Old National common stock for each Monroe share
held by them, based on the 10-day average price of Old National
stock used in the calculation, resulting in an adjusted exchange
ratio of 1.216 shares.
The exchange ratio is subject to other adjustments under certain
circumstances if loan delinquencies at Monroe exceed specified
amounts or if the consolidated shareholders' equity of Monroe as
adjusted is below the amount as of June 30, 2010. However,
Monroe at this time does not expect any such adjustments will be
required.
About Old National
Old National Bancorp, which celebrated its 175th anniversary in
2009, is the largest financial services holding company
headquartered in Indiana and, with $7.5 billion in assets, ranks
among the top 100 banking companies in the United States. Since its
founding in Evansville in 1834, Old National has focused on
community banking by building long-term, highly valued partnerships
with clients in its primary footprint of Indiana, Illinois and
Kentucky. In addition to providing extensive services in
retail and commercial banking, wealth management, investments and
brokerage, Old National also owns one of the largest independent
insurance agencies headquartered in Indiana, offering complete
personal and commercial insurance solutions. For more information
and financial data, please visit the Investor Relations section of
the Company's website at oldnational.com.
About Monroe
Monroe Bancorp, headquartered in Bloomington, Indiana, is an
Indiana bank holding company with Monroe Bank as its wholly owned
subsidiary. Monroe Bank was established in Bloomington in 1892 and
offers a full range of financial, trust and investment services
through its locations in Central and South Central Indiana. The
Company's common stock is traded on the NASDAQ Global Stock Market
under the symbol MROE.
The Monroe Bancorp logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4316
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 regarding future events and developments concerning Monroe
and Old National. You can find many of these statements
by looking for words such as "expects," "projects," "anticipates,"
"believes," "intends," "estimates," "strategy," "plan,"
"potential," "possible" and other similar
expressions. Statements about the expected timing,
completion and effects of the proposed merger and all other
statements in this press release other than historical facts
constitute forward-looking statements. Forward-looking
statements involve certain risks and uncertainties. The
ability of either Monroe or Old National to predict results or
actual effects of its plans and strategies, or those of the
combined company, is inherently uncertain. Accordingly,
actual results may differ materially from those expressed in, or
implied by, the forward-looking statements. Because
these forward-looking statements are subject to assumptions and
uncertainties, the developments and future events concerning Monroe
and Old National set forth in this press release may differ
materially from those expressed or implied by these forward-looking
statements. You are cautioned not to place undue
reliance on these statements, which speak only as of the date of
this document. All written and oral forward-looking statements
concerning the merger or other matters addressed in this press
release and attributable to Monroe and Old National or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this
paragraph. Monroe and Old National undertake no
obligation to update these forward-looking statements to reflect
events or circumstances after the date of this document or to
reflect the occurrence of unanticipated events, unless obligated to
do so under the federal securities laws.
CONTACT: Old National
Financial Community:
Lynell J. Walton
(812) 464-1366
Media Relations:
Kathy A. Schoettlin
(812) 465-7269
(812) 319-2711
Monroe Bancorp
Mark Bradford, President & CEO
(812) 331-3455
Monroe Bancorp (NASDAQ:MROE)
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